上海市锦天城（深圳）律师事务所 关于海南航空控股股份有限公司 2025 年第三次临时股东大会的 法律意见书 地址：深圳市福田中心区福华三路卓越世纪中心 1 号楼 21/22/23 层 电话：0755-82816698 传真：0755-82816898 上海市锦天城（深圳）律师事务所 法律意见书 致：海南航空控股股份有限公司 上海市锦天城（深圳）律师事务所 关于海南航空控股股份有限公司 2025 年第三次临时股东大会的 法律意见书 上海市锦天城（深圳）律师事务所（以下简称"本所"）接受海南航空控股 股份有限公司（以下简称"公司"）的委托，根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"） 等现行有效的法律、行政法规、部门规章、规范性文件（以下简称"法律法规"） 以及《海南航空控股股份有限公司章程》（以下简称"《公司章程》"）的有关 规定，指派本所律师对公司2025年第三次临时股东大会（以下简称"本次股东大 会"）进行见证，并依法出具本法律意见书。 为出具本法律意见书，本所指派律师现场见证了本次股东大会，查阅了公司 提供的与本次股东大会有关的文件和资料， ...

Core Insights - The aviation and airport sector experienced a rise of 1.13% on September 5, with Huaxia Airlines leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Stock Performance Summary - Huaxia Airlines (002928) closed at 9.22, with a gain of 3.48% and a trading volume of 263,900 shares, amounting to a transaction value of 240 million [1] - HNA Holding (600221) closed at 1.55, up 2.65%, with a trading volume of 4,242,800 shares, resulting in a transaction value of 650 million [1] - Other notable performers include: - 吉祥航空 (603885) at 12.73, up 1.92% [1] - 中国东航 (600115) at 4.05, up 1.76% [1] - 南方航空 (600029) at 5.88, up 0.68% [1] Capital Flow Analysis - The aviation and airport sector saw a net inflow of 61.12 million from institutional investors, while retail investors contributed a net inflow of 49.57 million [2] - However, there was a net outflow of 111 million from speculative funds [2]

Group 1 - The "Hello! China" tourism promotion event and the one-year anniversary celebration of Hainan Airlines' Prague-Beijing route took place in Prague, Czech Republic [1] - The event aimed to strengthen tourism cooperation between China and the Czech Republic, facilitating communication and exchanges between the two countries [1] - The resumption of the direct flight route is expected to boost cooperation in tourism, trade, and culture between China and the Czech Republic [1] Group 2 - Hainan Airlines plans to optimize route operations and explore the feasibility of increasing flight frequencies on the Prague-Beijing route [1] - The event showcased tourism resources from Beijing, Shanghai, Shandong, Zhejiang, and Hainan, along with convenient payment policies for traveling to China [1] - Since the first "Hello! China" tourism promotion event in November last year, interest in Chinese tourism among Czech travel agencies and the public has been growing [1][2]

Group 1 - The article highlights the transition of former military personnel who participated in military parades to their current roles as aviation security personnel, emphasizing their continued commitment to national safety and security [1][38]. - The experiences and training from military parades instill a strong sense of discipline, responsibility, and dedication in these individuals, which they carry into their aviation security roles [4][23][36]. - The narrative showcases the pride and honor these individuals feel from their past military service, reinforcing their loyalty to the country and their mission in aviation security [12][13][31]. Group 2 - The article features several individuals, such as Liu Jie and Qiu Tian, who have transitioned from military roles to aviation security, illustrating their dedication and the skills they bring from their military training [2][8][18]. - The rigorous training and experiences during military parades are described as critical in shaping their professional standards and work ethic in aviation security [26][27][35]. - The commitment to excellence and the pursuit of safety in aviation are emphasized as core values that these former military personnel uphold in their current roles [21][22][34].

Investment Rating - The report maintains an "Overweight" rating for the aviation industry [2] Core Viewpoints - The aviation sector is expected to see significant investment opportunities despite low expectations, with a focus on the recovery of passenger demand and operational efficiency [6][7] - Historical performance indicates that aviation stocks have outperformed during bull markets, with substantial gains observed in previous cycles [6][9] - The report highlights a positive outlook for the industry driven by improved aircraft utilization rates, rising passenger volumes, and high load factors [6][7] Summary by Sections Industry Overview - The total market capitalization of the aviation industry is 618.65 billion, with a circulating market value of 574.52 billion [3] - The report covers 12 listed companies within the industry [3] Historical Performance - The aviation transportation index has shown remarkable gains in past bull markets, with peak increases of 952%, 165%, 427%, and 56% during different periods [6][9] - The report notes that the aviation sector typically starts to perform well in the latter stages of bull markets [6] Current Market Dynamics - Aircraft utilization rates have significantly improved, with July 2025 rates exceeding those of July 2019 by over 3% [6][7] - Passenger transport volume for the first seven months of 2025 averaged 63.36 million per month, marking a 6% increase from 2024 and a 16% increase from 2019 [6][7] - Load factors have remained high, with most months in 2025 showing rates above those of 2019 [6][7] Future Outlook - The report anticipates a gradual recovery in demand, particularly in business travel and tourism, supported by economic improvements and regulatory measures to stabilize pricing in the industry [6][7] - The report emphasizes the importance of policy support and improved market sentiment as catalysts for stock price increases in the aviation sector [6][7] Investment Recommendations - The report suggests focusing on companies with larger fleet sizes and strong cyclical attributes, particularly the "Big Three" airlines [6][7] - It also recommends companies with stable operational performance, such as Huaxia Airlines, Spring Airlines, and Hainan Airlines, which are expected to benefit from favorable policies and market conditions [6][7]

Market Overview - On September 3, the aviation and airport sector declined by 1.25% compared to the previous trading day, with CITIC Heli leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Stock Performance - Notable stock performances include: - Spring Airlines (601021) closed at 52.29, up 0.56% with a trading volume of 34,700 shares and a turnover of 181 million yuan [1] - CITIC Heli (6600000) closed at 22.95, down 4.93% with a trading volume of 287,800 shares and a turnover of 674 million yuan [2] - China Southern Airlines (600029) closed at 5.83, down 1.35% with a trading volume of 478,500 shares and a turnover of 280 million yuan [2] Capital Flow - The aviation and airport sector experienced a net outflow of 345 million yuan from institutional investors, while retail investors saw a net inflow of 209 million yuan [2] - The capital flow for individual stocks shows: - Spring Airlines had a net inflow of 2.91 million yuan from institutional investors, while retail investors contributed a net inflow of 3.79 million yuan [3] - China Eastern Airlines (600115) had a net outflow of 10.47 million yuan from institutional investors, with a net inflow of 17.57 million yuan from retail investors [3]

Group 1 - Belgium's delegation achieved a total of 16 medals at the 2025 Chengdu World Games, including 5 gold, 5 silver, and 6 bronze, showcasing the athletes' strength and spirit [1] - The successful participation of the Belgian team was supported by various collaborations and meticulous arrangements, with Hainan Airlines receiving gratitude from the Belgian Olympic Committee for their efficient service during the delegation's travel [1] - Hainan Airlines provided comprehensive support throughout the journey, ensuring smooth travel from Brussels to Chengdu, which included check-in, luggage handling, and boarding [1] Group 2 - The Belgian Olympic Committee highlighted that the attentive service not only facilitated a smooth journey but also allowed team members to feel the warmth and care from a Chinese company [2] - This experience is seen as a vivid testament to friendship, reflecting the deepening exchanges between China and Belgium in sports and culture, with expectations for richer cooperation in the future [2]

Company Overview - Hainan Airlines Holding Co., Ltd. is located in Haikou, Hainan Province, and was established on December 29, 1995, with its listing date on November 25, 1999 [2] - The company's main business includes scheduled and non-scheduled air passenger and cargo transportation, with revenue composition: passenger transport and others 89.32%, air cargo and excess baggage 3.78%, aircraft maintenance and related services 2.96%, others 2.02%, aircraft leasing 1.66%, and property leasing 0.27% [2] - As of June 30, 2025, the number of shareholders is 583,500, a decrease of 5.71% from the previous period [2] Financial Performance - For the first half of 2025, Hainan Airlines achieved operating revenue of 33.083 billion yuan, a year-on-year increase of 4.22% [2] - The net profit attributable to the parent company for the same period was 56.945 million yuan, representing a year-on-year growth of 108.95% [2] - Cumulatively, the company has distributed 3.424 billion yuan in dividends since its A-share listing, with no dividends distributed in the past three years [3] Stock Performance - On September 3, Hainan Airlines' stock price fell by 2.53%, trading at 1.54 yuan per share, with a total market capitalization of 66.552 billion yuan [1] - Year-to-date, the stock price has decreased by 9.41%, with a 1.91% decline over the last five trading days, a 1.32% increase over the last 20 days, and a 12.41% increase over the last 60 days [1] - The company has appeared on the trading leaderboard once this year, with the most recent occurrence on July 24, where it recorded a net purchase of 1.16 billion yuan [1]

Core Viewpoint - The overall performance of listed airlines in the first half of 2025 shows that state-owned airlines are still in a loss state, while private airlines demonstrate stronger performance recovery due to better operational flexibility [1][2]. Group 1: State-Owned Airlines Performance - In the first half of 2025, three state-owned airlines achieved revenue growth: China International Airlines reported revenue of 80.757 billion yuan, a 1.56% increase, with a net loss of 1.806 billion yuan, a reduction in loss [2] - China Eastern Airlines reported revenue of 66.822 billion yuan, a 4.09% increase, with a net loss of 1.431 billion yuan, also a reduction in loss [2] - China Southern Airlines reported revenue of 86.291 billion yuan, a 1.77% increase, with a net loss of 1.533 billion yuan [2]. Group 2: Private Airlines Performance - Private airlines achieved profitability in the first half of 2025, with Hainan Airlines reporting revenue of 33.083 billion yuan, a 4.22% increase, and a net profit of 56.945 million yuan [3] - Shanghai Juneyao Airlines reported revenue of 11.07 billion yuan, a 1.02% increase, with a net profit of 505 million yuan, a 3.29% increase [3] - Spring Airlines reported revenue of 10.304 billion yuan, a 4.35% increase, with a net profit of 1.169 billion yuan, a 14.11% decrease [3] - Huaxia Airlines reported revenue of 3.610 billion yuan, a 12.41% increase, with a net profit of 251 million yuan, an increase of 858.95% [3]. Group 3: Industry Trends and Insights - The summer transportation season saw a total of 147 million passengers transported, a 3.6% year-on-year increase, with an average seat occupancy rate of 84.8%, up 2.2 percentage points [4] - The market exhibited a trend of increasing volume but decreasing prices, attributed to oversupply and low-price competition [6] - The release of the "Self-Regulation Convention for Air Passenger Transport" aims to combat low-price competition and stabilize market prices [6]. Group 4: Future Outlook - The upcoming "Golden September and Silver October" period is expected to be a crucial window for revenue improvement [7] - Airlines plan to optimize sales strategies and innovate products to enhance efficiency and profitability in the second half of the year [7].

Core Insights - Hainan Airlines executed over 52,000 domestic and international passenger flights during the summer travel season from July 1 to August 31, transporting over 8.53 million passengers [1] - On August 15, Hainan Airlines achieved a peak daily passenger transport of 135,000 on domestic flights, marking the highest single-day transport volume during the summer season [1] - The airline's international flight operations included 4,262 flights, with a daily average of 68 flights, representing a 44% year-on-year increase, and international passenger transport exceeded 760,000, up 33% year-on-year [1] Domestic Operations - During the summer peak, Hainan Airlines deployed 226 aircraft, an increase of 4 aircraft compared to the previous year [1] - In the Xinjiang region, 17 wide-body aircraft were specifically allocated, an increase of 2 aircraft year-on-year [1] - The Urumqi route saw an 18.9% year-on-year increase in flight operations and a 22.9% increase in passenger volume, with overall seat capacity up 7.3% and passenger volume up 10.1% year-on-year [1] International Operations - Hainan Airlines operated over 60 international and regional routes, covering 30 countries and regions [1] - Routes such as Beijing-Tijuana-Mexico City, Haikou-Sydney, Haikou-Singapore, and Haikou-Moscow experienced passenger growth exceeding 100% year-on-year [1]